Rivian Automotive Inc.

07/30/2026 | Press release | Distributed by Public on 07/30/2026 15:01

Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read together with the condensed consolidated financial statements and related notes included in Part I, Item 1 "Financial Statements" of this Quarterly Report on Form 10-Q ("Form 10-Q"), as well as our audited consolidated financial statements and related notes as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 (the "Form 10-K"). This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth in this Form 10-Q, particularly those identified under Part II, Item 1A "Risk Factors". Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Overview
Rivian is an American automotive technology company that develops and manufactures category-defining electric vehicles as well as vertically integrated technologies and offers a suite of value-added services. Through innovation across its electrical architecture, end-to-end software, autonomous driving platform, artificial intelligence, and propulsion, the Company creates vehicles that excel at work and play with the goal of accelerating the global transition to zero-emission transportation and energy. Rivian vehicles are manufactured in the United States and are sold directly to consumer and commercial customers. Whether taking families on new adventures or electrifying fleets at scale, Rivian vehicles all share a common goal - preserving the natural world for generations to come.
We believe our competitive advantage stems from our product and brand differentiation through vertically integrated technologies as well as our direct-to-customer sales and service model. Product performance benefits from the ability to fully control and continually enhance virtually every aspect of our vehicle's software, digital experience, and driving dynamics. Our in-house autonomy system has been designed with an AI-centric end-to-end approach and leverages the large amount of miles driven by Rivian vehicles for training, enabling the Company to continuously improve the system. We believe our product performance is increasingly being recognized by customers and has helped Rivian earn some of the industry's most coveted owner experience awards.
Our zonal network architecture and software stack serves as the basis for Rivian and Volkswagen Group Technologies, LLC (the "Joint Venture"). The Joint Venture is working to develop industry-leading software-enabled features and capabilities to address global markets and segments across a variety of vehicle platforms.
Interconnected by our AI platform, Rivian Unified Intelligence underpins our products and suite of software and services including Autonomy+, designed to deliver fast-paced innovation cycles, structural cost advantages, and exceptional customer experiences.
We analyze the results of the business through two reportable segments, Automotive and Software and Services.
Automotive Segment
During the three months ended June 30, 2026, we produced 12,613 vehicles and delivered 12,194 vehicles. During the six months ended June 30, 2026, we produced 22,849 vehicles and delivered 22,559 vehicles.
Consumer Vehicles
We launched our consumer vehicle business with the R1 platform consisting of the R1T, a two-row, five-passenger pickup truck, and the R1S, a three-row, seven-passenger sport utility vehicle ("SUV"). R1T and R1S are equipped with Rivian-designed technology including a zonal network architecture, electric powertrains and chassis, the Rivian Autonomy Platform, and digital user experience management. These technologies can continuously improve and expand functionality through cloud-enabled OTA updates.
R2 is our all-new midsize SUV delivering a combination of performance, capability and utility in a five-passenger package optimized for big adventures and everyday use. The interior is designed for ease-of-use, while being uniquely Rivian through a combination of inviting design and premium, sustainable materials that are easy to clean. R2 and our planned R3 vehicles are underpinned by our midsize platform ("MSP"), which is expected to address global market segments and is designed to build upon our industry-leading technology platform as well as our focus on reducing manufacturing complexity and improving cost
efficiency. We believe R2 and our midsize platform will be foundational to our long-term growth and profit potential. R2 benefits from Rivian's key vertically integrated technologies including our software stack, propulsion technology, Rivian Autonomy Platform, Rivian Unified Intelligence, and zonal network architecture. Deliveries of the R2 began in the second quarter of 2026.
R3 is our future midsize crossover that is expected to be tidy on dimensions but deliver big in terms of performance, off-road capability, passenger comfort, and storage. R3X is a performance variant of R3 offering even more dynamic abilities both on and off road. The design of the exterior and interior of R3 are inviting and iconic, demonstrating the scalability of Rivian's brand across different form factors while continuing to be immediately recognizable.
Commercial Vehicles
The Rivian Commercial Van platform underpins the EDV variant, designed and engineered by Rivian in collaboration with Amazon.com, Inc. and its affiliates (collectively, "Amazon"), our first commercial customer. The Rivian Commercial Van is a long-range, electric commercial step-in van designed for large scale production and deployment in a centrally-managed fleet. Amazon has ordered an initial volume of 100,000 EDVs globally, subject to modification.
We have designed a 500 and 700 cubic foot version of the vans, optimized for various commercial uses, including last mile delivery use cases. Both the EDV and Rivian Commercial Van feature a rear roll-up door, an integrated bulkhead door designed for safety and security, a tall roof to allow drivers to walk through the vehicle, driver-centric ergonomics, and a curb-side sliding door for safe vehicle access away from traffic. Developed to be comfortable and easy to operate for drivers, our commercial vans are designed to achieve lower total cost of ownership ("TCO") for customers while supporting a path to decarbonization. We are developing new EDV variants designed to expand route coverage into more rural networks, including an all-wheel drive configuration to improve traction in adverse terrain and inclement weather conditions, as well as a larger battery pack offering increased range.
Automotive Regulatory Credits
We earn tradable credits in the operation of our business under various regulations related to ZEVs, greenhouse gas, fuel economy, and clean fuel in the United States and Canada. We sell these credits to other regulated entities who can use the credits to comply with emission standards and other regulatory requirements. Many of the programs governing such tradable credits have been or may be modified or are being phased out, and our ability to continue earning and selling the corresponding credits is uncertain at this time.
Software and Services Segment
Complementing our vehicles, we provide a suite of value-added services which we expect to continue generating long-term brand loyalty while also creating a recurring revenue stream across the vehicle lifecycle. These services include vehicle electrical architecture and software development services provided by the Joint Venture, Autonomy+, remarketing, vehicle repair and maintenance, charging, software subscriptions, vehicle accessories, financing, insurance, and more, as described below.
Joint Venture. Rivian and Volkswagen Group have formed an equally-owned joint venture as a separate legal entity to create next-generation electrical architecture and best-in-class software technology. The Joint Venture focuses on software, electronic control units ("ECUs"), and related network architecture design and development, with Volkswagen Group planning to utilize Rivian's zonal ECU architecture and software stack across multiple brands. The Joint Venture's financial results are consolidated within our Software and Services segment, but the Joint Venture is a separate legal entity with its own management and board of directors. See Note 16 "Variable Interest Entities" to our condensed consolidated financial statements included in this Form 10-Q for more information.
Autonomy+. Rivian is designing and developing advanced driver assistance features. In December 2025, we released our Universal Hands Free feature via an OTA update to our R1 Gen 2 customers. This feature significantly expanded our assistive hands-free driving capabilities for customers, going from availability on fewer than 150,000 miles of roads to more than 3.5 million miles of roads in North America. We began charging a one-time or month-to-month fee for Autonomy+ advanced driver assistance features in consumer vehicles including R2 in April 2026. Over the
medium-to-long term we expect to add additional advanced features such as point-to-point, eyes-off and eventually personal level 4 and robotaxi capabilities for vehicles with the necessary hardware.
Remarketing. When purchasing a Rivian, we offer customers the opportunity to trade in their current vehicle. We also sell used Rivian vehicles directly to customers on our website.
Vehicle Repair and Maintenance. We offer technology-enabled vehicle repair and maintenance experiences for our customers, and our service network consists of physical service centers as well as mobile service vehicles. In addition to the vehicle service network, we work with partner collision centers and supply them with the parts they need for work on Rivian vehicles.
Charging. We design, develop, and manufacture Rivian Adventure Network Direct Current fast chargers which we operate at sites across North America (the "Rivian Adventure Network"). Our solutions are designed to be cost effective and aim to deliver clean energy to our customers while offering a convenient and seamless charging experience. Over 95% of our Rivian Adventure Network is open to non-Rivian EVs, allowing increased utilization of our network.
Software Subscriptions. Across our consumer and commercial vehicles, we offer value added software subscriptions. All consumer vehicles come standard with connectivity features such as OTA updates, live navigation, remote vehicle commands, and tethering. In addition, we offer Connect+ which brings enhanced media, connectivity, and live security to our Rivian vehicles. Customers can pay a monthly recurring payment or a discounted annual payment for Connect+. In May 2026, we rolled out the Rivian Assistant with Connect+ on all R1 vehicles, and we plan to launch the feature on R2 vehicles via an OTA update later in 2026. Powered by our proprietary, multi-modal AI foundation and an in-house agentic framework, the AI-powered Rivian Assistant gives drivers voice activated control over the vehicle's hardware and features.
Alongside our commercial vehicles we also offer FleetOS, our proprietary, end-to-end centralized fleet management subscription platform. It encompasses vehicle distribution, service, telematics, software services, charging, connectivity management, advanced driver assistance system and lifecycle management. This cloud-based platform integrates and analyzes vehicle, infrastructure, and operations data.
Other Services. We also offer a range of services which we believe create convenience for our customers and allow them to stay within the Rivian ecosystem throughout their purchase and ownership experience. These include our insurance and financing offerings which are created in conjunction with third parties but offered through the Rivian purchase process. In addition, we operate the Rivian Gear Shop offering customers a range of vehicle and non-vehicle accessories including our adventure gear.
Factors Affecting Our Performance
The growth and future success of our business depends on many factors. While these factors present significant opportunities for our business, they also pose risks and challenges, including those discussed below and in Part II, Item 1A "Risk Factors," that we must successfully address to achieve growth, improve our results of operations, and generate profits.
Ability to Develop and Launch New Offerings. We believe the Rivian brand is becoming established in the most attractive consumer and commercial vehicle markets. However, our ability to grow revenues and expand margins will also depend on our ability to develop and successfully launch new vehicle platforms and programs, including R2. Customers can make reservations for the R2 with a cancellable and fully refundable deposit of $100, and deliveries of the R2 began in the second quarter of 2026. We believe R2 will be foundational to Rivian's long-term growth and profit potential, positioning Rivian to address new, global market segments and designed to build upon our industry-leading technology platform, drive down manufacturing complexity, and improve cost efficiency. R2 benefits from Rivian's key vertically integrated technologies including our software stack, propulsion technology, Rivian Autonomy Platform, Rivian Unified Intelligence, and zonal network architecture, and the platform has been designed for cost efficiency, with a focus on part consolidation or elimination. We continue to develop value-added technologies that enhance our customers' experience which we believe represent an advantage to Rivian, including our autonomy platform. Our future financial performance will also depend on our ability to offer software and services that profitably deliver an intuitive, seamless, and compelling customer experience.
Ability to Attract New Customers. Our growth will depend in large part on our ability to attract new customers in the consumer and commercial vehicle markets. We have invested heavily in developing our ecosystem and plan to continue to do so. We expect investments in our marketing and communication strategy over the long term to translate into substantial increases in brand awareness, resulting in more sales of our vehicles and increasing our base of customers. Marketing activities include brand campaigns, community events, and partnerships along with digital marketing campaigns. To support demand generation, we have invested in our capabilities, such as expanding our retail customer engagement spaces ("spaces"), integrated sales and service locations, and demonstration drives, as well as building our sales and marketing team, technology, and infrastructure, which increases our costs. To generate and maintain demand, we may need to incur significantly higher and more sustained marketing and promotional expenditures than we have previously incurred.
Ability to Manage Costs. Selling our vehicles profitably requires successful and timely execution against multiple cost reduction objectives across the vehicle and our manufacturing operations, including scaling production. Our manufacturing facility in Normal, Illinois ("Normal Factory") is operating significantly below full vehicle production rate capacity. This lower utilization of plant capacity results in the cost of revenues to operate the plant being much higher per unit of production than would be the case if we were manufacturing at capacity. In 2025 we completed upgrades to the paint shop in the Normal Factory, enabling an increase in production capacity to 215,000 units annually in preparation for customer deliveries of the R2, which began in the second quarter of 2026. Significant capital expenditures were required to support the integration of R2 into our Normal Factory, and our future profitability depends upon our ability to scale our production and delivery operations more efficiently at a lower cost per unit.
Achieving cost reductions requires, among other things, a successful ramp of R2 and scaling our vehicle production volumes, timely introduction of new components and technologies into production, negotiation of unit price reductions with suppliers, management of our labor and logistics costs, effective adoption of AI strategies, and pursuing opportunities to drive down warranty costs. Should we not achieve such reductions in a timely manner, we could experience adverse impacts to our gross margin and overall profitability.
Ability to Drive Adoption of our Software and Services. Software and services are a key part of our growth strategy. We offer a variety of software and services, including vehicle electrical architecture and software development services, Autonomy+, sales of vehicle trade-ins and pre-owned Rivian EVs ("remarketing"), vehicle repair and maintenance, charging, software subscriptions, vehicle accessories, financing, insurance, and FleetOS solutions that we believe will grow our revenues additive to vehicle sales. We continue to develop value-added technologies that enhance our customers' experience which we believe represent an advantage to Rivian, including our autonomy platform. We currently offer Connect+, a subscription-based streaming and connectivity service, and Autonomy+, a premium expansion of automated driver assistance support. As we increase our base of Rivian customers and expand our software and services portfolio, including through partnerships or other opportunities, we expect our customers to expand their usage of our software and services offerings over the full lifecycle of their vehicle ownership. We believe the software and services portion of our business will have the benefit of enabling a higher-margin, recurring revenue stream for each vehicle, thereby improving our margin profile. Our ability to grow revenues and our long-term financial performance will depend in part on our ability to successfully develop and drive adoption of these offerings at profitable price points.
Ability to Invest in our Production and Capabilities. We believe that customer acquisition and retention is contingent on our ability to produce innovative offerings, including vehicles that deliver a broad combination of performance, utility, and capability, as well as software and services that enhance the ownership journey through new features, functions, and a best-in-class customer experience. To this end, we have made substantial investments in our facilities, including recent upgrades to our Normal Factory to support the integration of R2, and we intend to continue making investments, including technology updates, to drive growth as we scale vehicle production and deliveries, expand our offerings, and strengthen our core capabilities. As we invest in our business for long-term growth, leading to increases in operating expenses as well as capital expenditures, we may experience manufacturing shutdowns, other delays in our ability to ramp production, and additional losses, which could delay our ability to achieve profitability and positive operating cash flow. In September 2025, we held a groundbreaking ceremony at our manufacturing facility near the city of Social Circle, Georgia (the "Stanton Springs North Facility"), which will support production of our MSP. Construction has begun, and any delays in the timing or execution of this investment could have an adverse impact on our prospects, financial condition, results of operations, and cash flows, and it could require significant external debt and/or equity financing.
Ability to Develop and Manage a Resilient Supply Chain. Our ability to manufacture vehicles and develop future solutions is dependent on the continued supply of raw materials and product components from our suppliers, the majority of which are single-source providers. Any inability or unwillingness of our suppliers to deliver necessary raw materials or product components at timing, prices, quality, and volumes that are acceptable to us could have a material impact on our business, prospects, financial condition, results of operations, and cash flows. Fluctuations in the cost of raw materials or product components and supply interruptions or shortages could materially impact our business. We have experienced and may continue experiencing cost fluctuations and disruptions in supply of raw materials and product components, including as a result of the imposition of tariffs, other trade barriers, and geopolitical conflicts. Additionally, we have received claims from our suppliers related to contract, production plan, and other changes for which we have incurred payment obligations, and we could incur similar obligations in the future. See Note 13 "Commitments and Contingencies" to our condensed consolidated financial statements included in this Form 10-Q for more information on supplier claims. To further develop and manage supply chain resilience, we have constructed a supplier park at our Normal Factory, which we believe will reduce shipping, logistics, and warehousing costs, as well as improve overall production efficiency and speed. We also must manage the risk of field service actions, including product recalls, with respect to components from suppliers. We continue to work diligently and collaboratively with suppliers to identify and proactively address problems or constraints as quickly as possible.
Ability to Grow in New Geographies. We plan to invest in international operations and grow our business outside of our existing operations. We believe we are well-positioned for future international expansion within the consumer and commercial vehicle markets due to the highly flexible, modular nature of our platforms, our digital-first approach, and our product development expertise.
Any future international expansion has significant associated investment requirements, such as capital spending related to manufacturing, delivery, and service infrastructure, as well as charging networks and personnel. International expansion is also subject to a variety of risks, including local competition, multilingual customer support and servicing, delivery logistics, and compliance with foreign laws and regulations related to vehicle sales, data privacy, financing, taxes, labor and employment, and foreign exchange. Should we be unable to expand internationally, our ability to successfully scale our business may be limited, with potential negative consequences for our financial condition, results of operations, and cash flows.
Ability to Maintain Our Culture, Attract and Retain Talent, and Scale Our Team. We believe our culture has been a key contributor to the positive response from our customers, and our mission promotes a sense of greater purpose and fulfillment in our employees. We have invested in building a strong culture and believe it is one of our most important and sustainable sources of competitive advantage. Any failure to preserve our culture could negatively affect our ability to retain and recruit personnel. If we are unable to retain or hire key personnel, our business and competitive position may be harmed, resulting in an adverse impact to our prospects, financial condition, results of operations, and cash flows.
Seasonality. Historically, the automotive industry has experienced higher revenue in the spring and summer months. Additionally, we generally expect delivery volumes of commercial vehicle sales to be lower in the winter months as customers shift their focus to making last mile deliveries during holidays rather than incorporating more vehicles into their fleet, which could result in higher finished goods inventory levels.
Government Programs and Incentives. There are various governmental policies, grants, loans, and other incentives, including regulatory credits, designed to increase electric vehicle ("EV") adoption, support the production of EVs and related technologies, and promote the use of alternative fuels, among other objectives. While certain such incentives, such as 30D and 45W tax credits for EV purchases or leases acquired after September 30, 2025, have been modified, challenged, or phased out, other incentives, such as the 45X tax credit for domestic battery production, remain available. Additionally, we have entered into a loan facility with the DOE, an amended Economic Development Agreement with the State of Georgia and the Joint Development Authority of Jasper County, Morgan County, Newton County and Walton County to support our Stanton Springs North Facility, and a Reimagining Energy and Vehicles ("REV") Tax Credit Agreement with the State of Illinois acting by and through the Department of Commerce and Economic Opportunity to support the expansion of our Normal Factory. United States federal government incentives are subject to change by Congress and the presidential administration. Any reduction or elimination of relevant incentives, or our failure to meet eligibility requirements, could have a direct impact on
demand for our vehicles and a material adverse impact on our business, prospects, financial condition, results of operations, and cash flows.
Inflation and Interest Rates. The United States economy has experienced elevated inflation in various market segments over the last several years. This has impacted vehicle financing affordability for customers and may influence customers' buying decisions toward less expensive vehicles, or may cause tightening of lending standards. If we are unable to fully offset higher costs through price increases or other measures, especially during periods of elevated inflation and interest rates, we could experience an adverse impact to our business, prospects, financial condition, results of operations, and cash flows.
Results of Operations
The following tables set forth our condensed consolidated results of operations (in millions) and production and delivery volumes for the periods presented. The period-to-period comparisons of our historical results are not necessarily indicative of the results that may be expected in the future.
Three Months Ended June 30, Six Months Ended June 30,
2025 2026 2025 2026
Automotive $ 927 $ 1,143 $ 1,849 $ 2,051
Software and services 376 515 694 988
Total revenues 1,303 1,658 2,543 3,039
Automotive 1,262 1,179 2,092 2,149
Software and services 247 300 451 592
Total cost of revenues 1,509 1,479 2,543 2,741
Gross profit (206) 179 - 298
Operating expenses
Research and development 410 466 791 924
Selling, general, and administrative 498 549 978 1,091
Total operating expenses 908 1,015 1,769 2,015
Loss from operations (1,114) (836) (1,769) (1,717)
Interest income 72 48 153 98
Interest expense (69) (68) (141) (133)
Other (expense) income, net (2) 18 105 496
Loss before income taxes (1,113) (838) (1,652) (1,256)
Provision for income taxes (2) 1 (4) 3
Net loss (1,115) (837) (1,656) (1,253)
Less: Net income (loss) attributable to noncontrolling interest 2 (4) 6 (4)
Net loss attributable to common stockholders $ (1,117) $ (833) $ (1,662) $ (1,249)
Production volume 5,979 12,613 20,590 22,849
Delivery volume 10,661 12,194 19,301 22,559
Comparison of the Three and Six Months Ended June 30, 2025 and 2026
Automotive
Revenues
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except delivery volume) 2025 2026 $ Change % Change 2025 2026 $ Change % Change
Revenues $ 927 $ 1,143 $ 216 23 % $ 1,849 $ 2,051 $ 202 11 %
Delivery volume 10,661 12,194 1,533 14 % 19,301 22,559 3,258 17 %
Automotive revenues for the three months ended June 30, 2026 increased compared to the three months ended June 30, 2025 primarily due to a 14% increase in vehicle deliveries and a $103 million increase in revenues related to regulatory credits, which were partially offset by a decline in average vehicle selling price due to a higher mix of commercial van and R2 deliveries. For the three months ended June 30, 2025 and 2026, Automotive revenues related to regulatory credits were $3 million and $106 million, respectively.
Automotive revenues for the six months ended June 30, 2026 increased compared to the six months ended June 30, 2025 primarily due to a 17% increase in vehicle deliveries, which was partially offset by a decline in average vehicle selling price due to a higher mix of commercial van and R2 deliveries.
Cost of revenues and gross profit
Three Months Ended June 30, Six Months Ended June 30,
(in millions, except production and delivery volumes) 2025 2026 $ Change % Change 2025 2026 $ Change % Change
Cost of revenues $ 1,262 $ 1,179 $ (83) (7) % $ 2,092 $ 2,149 $ 57 3 %
Gross profit $ (335) $ (36) $ 299 89 % $ (243) $ (98) $ 145 60 %
Production volume 5,979 12,613 6,634 111 % 20,590 22,849 2,259 11 %
Delivery volume 10,661 12,194 1,533 14 % 19,301 22,559 3,258 17 %
Automotive cost of revenues for the three months ended June 30, 2026 decreased compared to the three months ended June 30, 2025 despite the period-over-period increase in deliveries. The decrease was primarily driven by a higher mix of commercial vans delivered and produced, which reduced conversion costs during the three months ended June 30, 2026. The cost of materials and warranty per unit delivered also improved, and a refund receivable for certain tariffs imposed under the International Emergency Economic Powers Act ("IEEPA") was recorded during the three months ended June 30, 2026. For the three months ended June 30, 2025 and 2026, automotive cost of revenues included $183 million and $130 million of depreciation and amortization expense and $18 million and $11 million of stock-based compensation expense, respectively.
Automotive cost of revenues for the six months ended June 30, 2026 increased compared to the six months ended June 30, 2025, primarily driven by increased delivery volumes partially offset by a higher mix of commercial vans. For the six months ended June 30, 2025 and 2026, automotive cost of revenues included $256 million and $245 million of depreciation and amortization expense and $26 million and $22 million of stock-based compensation expense, respectively.
Automotive gross profit losses improved for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily resulting from increases in delivery and production volumes, an increase in revenues related to regulatory credits, and an IEEPA tariff refund receivable, partially offset by the ramp of R2 production. The severe weather that we experienced at our Normal Factory in April 2026 did not impact production.
Automotive gross profit losses improved for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily resulting from an increase in delivery volumes, partially offset by the ramp of R2 production.
As we continue ramping R2 production, we have experienced and may continue to experience higher cost of revenues and gross profit losses as fixed costs are allocated across volumes lower than total capacity. For the three and six months ended June 30, 2026, we recognized approximately $100 million in incremental cost of revenues due to the ramp of R2 production as compared to production at more normalized levels. However, we expect gross profit losses to continue improving on a per-vehicle basis as we increase overall R2 production levels over the next several quarters.
The current global economic and geopolitical landscape presents significant uncertainty, particularly regarding evolving trade regulation, tariffs, governmental policies, geopolitical conflicts, and the overall impact these items have on consumer sentiment and demand. These factors have impacted and could continue to impact our global supply chain, material and logistics costs and access, and market dynamics. While in the short term we may experience higher conversion costs, higher depreciation expense and lower overhead absorption, and increased warranty expenses as we ramp R2 production and increase our car parc, in the long term we expect automotive gross profit losses to continue improving over time through the margin profile of R2, continued material cost improvements through engineering design changes and commercial supplier negotiations, and increased efficiencies in our conversion activities across our entire fleet.
Effective May 2025, the United States government adjusted tariffs on imported automobile parts under Section 232 of the Trade Expansion Act of 1962, imposing a 25% tariff on many parts but allowing for tariff offset credits for manufacturers with domestic vehicle assembly. The credits are based upon 3.75% of Manufacturer's Suggested Retail Price of United States vehicles produced from April 2025 through April 2030. In October 2025, we received our license to apply tariff offsets through April 30, 2026, and we expect to qualify for additional tariff offsets from May 2026 through April 2030. While we also are subject to tariffs on imported materials containing steel, aluminum, and graphite, as well as reciprocal tariffs from time to time, our ability to self-certify components in United States vehicle manufacturing as of November 2025 is expected to allow us to utilize our 232 Automotive tariff offset to eliminate many of these tariffs.
Beginning in 2025, the United States government imposed tariffs on a variety of imports under IEEPA. In February 2026, the United States Supreme Court held that the IEEPA did not authorize the imposition of tariffs and in March and April 2026, the Court of International Trade ("CIT") issued universal refund injunctions that compelled the United States Customs and Border Protection ("CBP") to issue refunds for unlawfully collected IEEPA tariffs. On June 2, 2026 the United States Department of Justice ("DOJ") appealed certain refunds addressed by the injunctions. We have recorded an IEEPA tariff refund receivable for the amount of anticipated refunds not subject to DOJ appeal, with a corresponding reduction to automotive cost of revenues during the three months ended June 30, 2026. We have experienced and could continue to experience increases to our cost of revenues as a result of tariffs.
Software and Services
Revenues
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2025 2026 $ Change % Change 2025 2026 $ Change % Change
Revenues $ 376 $ 515 $ 139 37 % $ 694 $ 988 $ 294 42 %
Software and services revenues for the three months ended June 30, 2026 increased compared to the three months ended June 30, 2025, primarily due to an increase in vehicle electrical architecture and software development services, increases in vehicle repair and maintenance services, and our Autonomy+ paid software offering which began in April 2026, partially offset by lower remarketing sales.
Software and services revenues for the six months ended June 30, 2026 increased compared to the six months ended June 30, 2025, primarily due to an increase in vehicle electrical architecture and software development services, increases in vehicle repair and maintenance services, and our Autonomy+ paid software offering which began in April 2026.
Cost of revenues and gross profit
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2025 2026 $ Change % Change 2025 2026 $ Change % Change
Cost of revenues $ 247 $ 300 $ 53 21 % $ 451 $ 592 $ 141 31 %
Gross profit $ 129 $ 215 $ 86 67 % $ 243 $ 396 $ 153 63 %
Software and services cost of revenues for the three months ended June 30, 2026 increased compared to the three months ended June 30, 2025, primarily due to increases in vehicle electrical architecture and software development services and vehicle repair and maintenance services, partially offset by lower remarketing sales. For the three months ended June 30, 2025 and 2026, software and services cost of revenues included $2 million and $8 million of depreciation and amortization expense and $19 million and $20 million of stock-based compensation expense, respectively.
Software and services cost of revenues for the six months ended June 30, 2026 increased compared to the six months ended June 30, 2025, primarily due to increases in vehicle electrical architecture and software development services and vehicle repair and maintenance services. For the six months ended June 30, 2025 and 2026, software and services cost of revenues included $4 million and $15 million of depreciation and amortization expense and $35 million and $36 million of stock-based compensation expense, respectively.
The increases in software and services gross profit for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025 primarily resulted from an increase in vehicle electrical architecture and software development services provided by the Joint Venture. In the short term we expect software and services gross profit to continue increasing over time as we continue providing vehicle electrical architecture and software development services, as serviced vehicles age out of warranty, and through expansion of our paid software offerings such as Autonomy+, Connect+, and FleetOS. While in the long term we expect these factors to result in continued increases in software and services gross profit, we expect to experience a reduction during 2028 upon the expected satisfaction of the Joint Venture's combined performance obligation (see Note 3 "Revenues" to our condensed consolidated financial statements included in this Form 10-Q for more information).
Research and development
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2025 2026 $ Change % Change 2025 2026 $ Change % Change
Research and development $ 410 $ 466 $ 56 14 % $ 791 $ 924 $ 133 17 %
R&D expenses for the three months ended June 30, 2026 increased compared to the three months ended June 30, 2025, primarily driven by software expenses to support AI and autonomy initiatives, as well as payroll and related expenses to support the R2 launch, partially offset by a reduction in engineering, design, and development spend. For the three months ended June 30, 2025 and 2026, R&D expenses included $17 million and $25 million of depreciation and amortization expense and $77 million and $94 million of stock-based compensation expense, respectively.
R&D expenses for the six months ended June 30, 2026 increased compared to the six months ended June 30, 2025, primarily driven by software expenses to support AI and autonomy initiatives and payroll and related expenses to support the R2 launch. For the six months ended June 30, 2025 and 2026, R&D expenses included $34 million and $48 million of depreciation and amortization expense and $156 million and $181 million of stock-based compensation expense, respectively.
We plan to continue investing in future vehicle platforms and new in-vehicle technologies as well as furthering vertical integration of manufacturing. In addition, we expect increased R&D spend associated with the acceleration of our autonomy roadmap.
Selling, general, and administrative
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2025 2026 $ Change % Change 2025 2026 $ Change % Change
Selling, general, and administrative $ 498 $ 549 $ 51 10 % $ 978 $ 1,091 $ 113 12 %
SG&A expenses increased for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, primarily driven by expanding our go-to-market operations and footprint to support the R2 launch, including increases in expense for stock-based compensation, payroll, utilities, facilities, software, and other operating expenses. For the three months ended June 30, 2025 and 2026, SG&A expenses included $52 million and $64 million of depreciation and amortization expense and $81 million and $101 million of stock-based compensation expense, respectively. For the six months ended June 30, 2025 and 2026, SG&A expenses included $107 million and $121 million of depreciation and amortization expense and $161 million and $194 million of stock-based compensation expense, respectively.
We plan to make continued investments in our facilities, go-to-market operations, spaces, service centers, and technology infrastructure for our future operations.
Other income (expenses)
Three Months Ended June 30, Six Months Ended June 30,
(in millions) 2025 2026 $ Change % Change 2025 2026 $ Change % Change
Interest income $ 72 $ 48 $ (24) (33) % $ 153 $ 98 $ (55) (36) %
Interest expense $ (69) $ (68) $ 1 1 % $ (141) $ (133) $ 8 6 %
Other (expense) income, net $ (2) $ 18 $ 20 nm $ 105 $ 496 $ 391 372 %
*nm-not meaningful
Interest income decreased for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, primarily due to lower interest rates on invested capital and lower average balances of cash, cash equivalents, and short-term investments.
Interest expense decreased for the three and six months ended June 30, 2026 compared to the three and six months ended June 30, 2025, primarily due to reduced interest rates resulting from the refinancing of the senior secured floating rate notes due October 2026 into the 2031 Green Secured Notes in June 2025. See Note 8 "Debt" to our condensed consolidated financial statements included in this Form 10-Q for more information.
Other (expense) income, net for the three months ended June 30, 2026 remained relatively consistent compared to the three months ended June 30, 2025. Other (expense) income, net increased for the six months ended June 30, 2026 compared to the six months ended June 30, 2025, primarily due to the $506 million gain on deconsolidation of Mind Robotics. See Note 2 "Strategic Investments" to our condensed consolidated financial statements included in this Form 10-Q for more information.
Provision for income taxes
As of June 30, 2025 and 2026, the majority of our deferred tax assets were comprised of net operating losses generated primarily in the United States and tax credit carryforwards, and for all periods, net deferred tax assets were fully offset by a valuation allowance.
Liquidity and Capital Resources
Our operations have been financed primarily through net proceeds from the sale of securities and from borrowings. The following table summarizes our liquidity (in millions):
December 31, 2025 June 30, 2026
Cash and cash equivalents $ 3,579 $ 3,592
Short-term investments 2,503 1,718
Availability under ABL Facility 506 536
Total liquidity $ 6,588 $ 5,846
ABL Facility
In April 2025, we entered into an amendment of the credit agreement governing the ABL Facility to (i) extend the maturity date to April 2030 (subject to earlier maturity if certain other debt remains outstanding at a specified earlier date), (ii) amend the restrictive covenants in order to permit funding commitments under the Department of Energy loan described below, and (iii) amend certain other covenants. See Note 8 "Debt" to our condensed consolidated financial statements included in this Form 10-Q for more information.
Public Equity Offering
On July 7, 2026, we entered into an underwriting agreement (the "Underwriting Agreement") with Goldman Sachs & Co. LLC, as representative of several underwriters named therein (collectively, the "Underwriters"), for the offering, issuance, and sale of 75 million shares of Class A common stock at an offering price of $15.50 per share. Under the terms of the Underwriting Agreement, we granted the Underwriters the option to purchase up to 11.25 million additional shares of Class A common stock at the public offering price, which the Underwriters exercised in full on July 8, 2026. The net proceeds from the offering were approximately $1.3 billion after deducting underwriting discounts and commissions. We intend to use the net proceeds of the offering for general corporate purposes, including the funding of certain equity contributions and reserves pursuant to the A&R LARSSA. See Note 8 "Debt" to our condensed consolidated financial statements included in this Form 10-Q for more information.
Rivian and Volkswagen Group Technologies, LLC
In connection with the formation of the Joint Venture, we entered into an investment agreement ("Investment Agreement") with Volkswagen Group for additional equity investments in Rivian, including an investment pursuant to the achievement of the Testing Milestones defined in the Investment Agreement. The Testing Milestones were achieved in March 2026, and in April 2026 we received $1.0 billion in exchange for approximately 63 million shares of Class A common stock, calculated using the 30-trading day volume-weighted average price prior to share issuance (i.e., $15.90 per share). We expect to receive up to an additional $1.5 billion from Volkswagen Group, comprised of (i) $460 million in equity investments (which may be effected in part with a convertible debt instrument), of which $210 million is recognized as revenue for services provided by the Joint Venture to further develop, customize, and enhance Rivian's existing vehicle electrical architecture technology and software for use in the customer's future vehicle programs and (ii) $1.0 billion in the form of a loan to be made available through the Joint Venture as described below; in each case, subject to certain conditions, including the achievement of certain milestones and obtaining relevant regulatory clearances. See Note 3 "Revenues" to our condensed consolidated financial statements included in this Form 10-Q for more information.
In conjunction with the formation of the Joint Venture, we established Rivian JV SPV, LLC ("Joint Venture Equityholder"), a wholly-owned subsidiary of Rivian and the owner of 50% of the equity interests of the Joint Venture. We, together with Joint Venture Equityholder and Volkswagen Group also entered into Loan Agreements providing for a committed $1.0 billion term loan facility, available to the Joint Venture in a single draw on any business day during the period beginning on October 1, 2026 and ending on October 30, 2026, subject to customary conditions to funding. When and if funded, the proceeds would be concurrently loaned by the Joint Venture to the Joint Venture Equityholder to be used by us for general corporate purposes. Our loan would mature on the tenth anniversary of the funding date. Beginning on the third anniversary of the funding date, $100 million of principal would be repaid each year in biannual installments of $50 million, with the balance of the principal amount due on the final maturity date. The loan may be prepaid at any time, in whole or in part, without any prepayment premium or penalty. Interest on the loan will accrue at a fixed rate per annum that is determined at the time of
funding. The per annum rate will be equal to (a) the interpolated all-in yield for United States dollar-denominated debt securities of Volkswagen-US Holding, Inc. (formerly known as Volkswagen International America, Inc.) ("VW") and Volkswagen Aktiengesellschaft ("VW AG" and together with VW and their respective affiliates, "Volkswagen Group"), having a maturity of seven years on date of determination, plus (b) 25 basis points. Interest on the loan will be paid on a semi-annual basis, except that the first interest payment will be due on the second anniversary of the funding date. See Note 8 "Debt" to our condensed consolidated financial statements included in this Form 10-Q for more information.
Uber Subscription Agreement
In March 2026 we entered into a subscription agreement ("Subscription Agreement") with SMB Holding Corporation and Uber Technologies, Inc. (together with their affiliates, "Uber") and in May 2026, we received $300 million from Uber in exchange for approximately 20 million shares of Class A common stock, calculated using the daily volume-weighted average sale price for the 30 consecutive trading days ending on March 17, 2026 (i.e., $15.34 per share).
We will receive up to an aggregate $950 million across the four remaining Milestones defined in the Subscription Agreement, subject to certain conditions and the achievement of each applicable Milestone, certain of which require the fulfillment of proven autonomy quality. Upon achievement of each of the four remaining Milestones, we will issue either (i) warrants to purchase Class A common stock with an exercise price of $0.001 per share or (ii) shares of Class A common stock, calculated using the applicable Milestone investment received divided by the daily volume-weighted average sale price for the 30 consecutive trading days prior to the corresponding Milestone achievement date.
Government Programs and Incentives
In January 2025, Rivian New Horizon, LLC (the "Borrower") and Rivian Automotive, Inc. (the "Sponsor") entered into a Loan Arrangement and Reimbursement and Sponsor Support Agreement (the "Original LARSSA") with the United States Department of Energy ("DOE"), pursuant to which the DOE has agreed to arrange a multi-draw term loan facility, comprised of two tranches to be provided by the Federal Financing Bank ("FFB") to the Borrower. In April 2026, the Borrower and the Sponsor entered into an Amended and Restated Loan Arrangement and Reimbursement and Sponsor Support Agreement (the "A&R LARSSA") with the DOE. The provisions from the Original LARSSA relating to the loan guarantee structure, equity contribution requirements, representations and warranties, covenants, and events of default largely remain the same in the A&R LARSSA.
The amended facility is comprised of two loan tranches, with the first tranche consisting of an approximately 15-year-term loan in an aggregate principal amount of up to $3,355 million, plus capitalized interest in an aggregate amount of up to $315 million (the "Note A Loan"), and the second tranche consisting of an approximately 10-year-term loan in an aggregate principal amount of up to $651 million, plus capitalized interest in an aggregate amount of up to $179 million (the "Note B Loan," and together with the Note A Loan, the "DOE Loan"), to be provided by the FFB to the Borrower.
The proceeds from advances under the DOE Loan will be used to support the development of the Stanton Springs North Facility (the "Project"). The Borrower may request advances under the DOE Loan for purposes of funding certain eligible Project costs, subject to the Borrower's satisfaction of certain conditions as defined in the A&R LARSSA. Such conditions include the Sponsor maintaining positive gross margin for certain periods prior to the first advance, the Borrower achieving certain vehicle sales metrics prior to the first advance, the funding of certain equity contributions and reserves, the granting to DOE of security over, among other things, Project assets and the execution of related security documents, the Borrower's entry into agreements necessary for the development, design, engineering, construction and operation of the Project, delivery of a Project execution plan, and a bring-down of representations and warranties.
Advances under the Note A Loan (each, a "Note A Advance") may be requested upon the satisfaction of certain conditions from the date the Original LARSSA was signed through April 16, 2031, and the loan comprised of Note A Advances will mature on March 15, 2045 (the "Note A Maturity Date"). The principal amount of the Note A Advances will be payable in quarterly installments commencing on March 15, 2031, through the Note A Maturity Date. Interest payments on the Note A Advances will begin on June 15, 2030 and will be payable quarterly in arrears. Advances under the Note B Loan (each, a "Note B Advance" and together with the Note A Advances, each an "Advance") may be requested upon the satisfaction of certain conditions, from the date of the first Advance through May 15, 2032, and the loan comprised of Note B Advances will mature on June 15, 2041 (the "Note B Maturity Date"). The principal amount of the Note B Advances will be payable in quarterly installments commencing on June 15, 2032, through the Note B Maturity Date. Interest payments on the Note B Advances
will begin on June 15, 2032, and will be payable quarterly in arrears. The interest rate associated with each Advance is equal to the United States Treasury-equivalent yield curve with 0% credit spread.
The A&R LARSSA contains representations and warranties, as well as informational, affirmative, and negative covenants that include, among others, requirements with respect to the construction and operation of the Project, compliance with all requirements of the loan program, and limitations on the ability to incur indebtedness, incur liens, make investments or loans, enter into mergers or acquisitions, dispose of assets (including intellectual property with respect to the Project), pay dividends or make distributions on capital stock, prepay indebtedness, pay management, advisory or similar fees to affiliates, enter into certain material agreements and affiliate transactions, enter into new lines of business or enter into certain restrictive agreements. Certain covenants apply starting on the date that the Original LARSSA was signed, while other covenants, including certain of the negative covenants, do not apply until the date of the first Advance. If and when the DOE Loan is funded, on a consolidated basis the Sponsor will be subject to certain financial covenants as defined in the A&R LARSSA, including a maximum 55% ratio of Debt to Tangible Assets, a minimum Current Ratio of 1.25:1.00, and minimum Liquidity of $2,000 million.
Our non-cancellable commitments as of December 31, 2025 are described in Note 7 "Inventory", Note 9 "Leases", Note 10 "Debt", and Note 16 "Commitments and Contingencies" to our consolidated financial statements included in the Form 10-K. During the six months ended June 30, 2026, there were no material changes in our non-cancellable commitments.
We believe our existing balance of cash and cash equivalents and short-term investments, in addition to amounts available for borrowing under the ABL Facility, will be sufficient to meet our operating expenses, working capital, and capital expenditure needs for at least the next 12 months.
Our future operating losses and capital requirements may vary materially from those currently planned and will depend on many factors, including our rate of revenue growth, the timing and extent of spending on R&D efforts and other growth initiatives, the timing, nature, and rate of expansion of manufacturing activities, our ability to drive cost reductions across the business through improved efficiencies, the timing of new products and services, market acceptance of our offerings, and overall economic conditions. Furthermore, we anticipate that future investments may require significant debt and/or equity financing. The sale of additional equity would result in dilution to our stockholders. The incurrence of additional debt would result in debt service obligations, and the instruments governing such debt could provide for operational and/or financial covenants that restrict our operations. There can be no assurances that we will be able to raise additional capital on favorable terms or at all. The inability to raise capital could adversely affect our ability to achieve our business objectives.
Cash Flows
Six Months Ended June 30,
(in millions) 2025 2026
Net cash used in operating activities $ (124) $ (1,190)
Net cash used in investing activities $ (1,114) $ (125)
Net cash provided by financing activities $ 750 $ 1,330
Operating Activities
Net cash used in operating activities increased during the six months ended June 30, 2026, primarily reflecting increased cash used by working capital, driven by a reduction in deferred revenues and a buildup of inventory purchases to support the launch of R2.
Investing Activities
Net cash used in investing activities decreased during the six months ended June 30, 2026, primarily driven by lower purchases and higher maturities of short-term investments. During the six months ended June 30, 2026, we continued to invest in the growth of our business at our Normal Factory, our next generation vehicle platforms and technologies, and our go-to-market infrastructure.
Financing Activities
Net cash provided by financing activities during the six months ended June 30, 2026 primarily resulted from the receipt of $1.0 billion from Volkswagen Group in exchange for approximately 63 million shares of Class A common stock pursuant to the achievement of the Testing Milestones defined in the Investment Agreement, as well as the receipt of $300 million from Uber in exchange for approximately 20 million shares of Class A common stock pursuant to the Subscription Agreement. Net cash provided by financing activities during the six months ended June 30, 2025 primarily resulted from the receipt of $750 million from Volkswagen Group in exchange for approximately 52 million shares of Class A common stock pursuant to the achievement of the Financial Milestone defined in the Investment Agreement.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. In preparing the condensed consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders' equity, revenues, and expenses, and related disclosures. We re-evaluate our estimates on an ongoing basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions, and such differences may be material. The critical accounting policies that reflect the more significant judgments and estimates used in the preparation of our condensed consolidated financial statements include those described in Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Form 10-K. During the six months ended June 30, 2026, there were no material changes to our critical accounting policies and estimates from those discussed in the Form 10-K.
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